This template subscription agreement is a legal agreement for a company issuing shares to an investor (or investors) in exchange for investment money. This comprehensive 22-page template, downloadable immediately with no sign-up required, contains the full range of standard share subscription terms, for example the conditions precedent to the investment, what the investment can be used for, and the transaction itself such as the price and amount to be invested. The share subscription agreement template also contains a number of ‘good practice’ clauses to safeguard an investment and define the expectations of both parties, for example how the process of completion is conducted, the issuer’s undertaking to disclose outstanding information, and a lengthy statement of warranties upon which the shares are being issued and purchased.
This subscription agreement is designed to be editable and expandable easily for specific or additional requirements. It is recommended that any subscription agreement is signed in conjunction with a shareholders agreement to help govern the running of the business and conduct of the shareholders following an investment.
Contents of the Subscription Agreement Template
- Title, date, parties, recitals
- Definitions and interpretation
- Conditions precedent, detailing the conditions required to be satisfied before the investment can be made
- Subscription of new shares, for example the transaction itself, what the investment can (and cannot) be used for, and a number of rights and obligations of both parties
- Completion and post-completion, setting out how completion takes place and when
- Representations, warranties and undertakings, dealing with the basis upon which the investment is made and referring to the attached schedule
- Issuer’s undertaking to disclose
- Indemnity, for example which party is liable for what
- Notices, including method of serving notices
- Confidentiality, for example the obligation not to disclose confidential information
- Costs and expenses, for example how costs relating to the agreement are apportioned
- Miscellaneous, including methods of notice, statement of entire understanding, waiver, enforceability, and jurisdiction
- Schedule – Shareholding structure, detailing the modified share ownership structure of the company
- Schedule – Representations, warranties and undertakings, containing a detailed statement of warranties upon which the investment is being made
- Schedule – Contact details of the parties
FREE Sample of the Subscription Agreement Template
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